Nemesis
by ShivaVixen
Summary: Animated AU. When on Arachna 7, Elita pushes her copy ability to the limits to save herself, but Optimus ends up paying the price. Guilt ridden and desperate to make sure she never makes another mistake, it's going to take more than a motely repair crew and a crash land on another organic planet for Elita to fulfill her own destiny ... It's going to take a Nemesis.
1. Chapter 1

**I've seen a couple of these pop up, I decided to go a slightly different direction that I don't think anyone has done yet. And I might be using a couple old headcanons that I once played with a long time ago mixed with some references to other Transformers series. And I might also use some of my limited understanding of how military schools work to rectify something that's been annoying me.**

 **Dumb Luck**

It was sheer dumb luck. Optimus knew that. Elita's optics had widened far past what he thought was possible for their specs and her grip on his leg and pede was definitely starting to hurt. "Can you copy my grapple from there?" They were running out of time to escape and he had stopped ascending when Elita had grabbed onto him, the yanking motion temporarily jamming his ascending mechanism.

"I'll try." Elita's voice actually sounded like it was trembling.

Normally, when Elita copied something of his, there was a small electric distortion, that barely tingled his internal systems. This time, perhaps due to her fear, the distortion was much, much worse. He didn't know what exactly happened, other than a brief realization that he was falling and Elita was hanging from another grappling line looking down at him with her mouth open- screaming, he thought. A flash of heat, the feeling of a shockwave hitting him, the impact with the ground, and then the spiders were upon him. The initial bites merely damaged his armor, and for a moment, he thought that would be it, he'd be able to fight them off and escape.

Then one bite hit one of the many lines under his armor, and the resultant burn from the venom mixing with the fluid made him scream. The spiders chattered, and the attacks increased with more and more bites aimed at spots where the armor was weaker. He was burning, and his attempts fight the spiders off weakened. Eventually, mercifully, his systems shutdown.

When Optimus came back on line, it was in bits and stages, his internal self-repair systems were struggling to get his body into a state where he was no longer in danger of permanently offlining. He was lying on a slab, one pede was hanging off the end. Optimus felt several systems shut down and restart, and finally his external sensors came back on line, or at least, some of them.

He struggled to move, the slab was cold, and the sound of cackling was disturbing him. Servos were touching him, prying at his armor. Optimus tried to speak, but only managed a burst of static. His optics and external sensors were no longer calibrated correctly, and the only thing he could see was a blurry outline of a mech with dark green and purple coloring, with what looked like legs coming out of its arms. "Who-zzzt." Optimus managed, and got yet another cackle in response.

"Hmm, I suppose it would be rude not to," The mech cackled again, "introduce myself. My designation is Tarantulas, but you'll call me master." Tarantulas chuckled as Optimus finally got his body to move, though it was only a slight shift in position and caused multiple sensors and receptors to flare in warning. Though those were less of a concern than when Optimus realized that several sections of sensors weren't signaling at all.

"You should be grateful, I was just going to let the spiders offline you for destroying my ship, but your reaction to the venom," another cackle from Tarantulas, Optimus shifted again trying to get away from the still roaming servos that had no sense of propriety, "Don't worry, your contribution to my experiments will further the decepticon cause, little autobot."

Optimus tried to fight back at that, but then the warnings in his CPU suddenly vanished and a warning of immenient stasis lock appeared.

He hoped the others had escaped, and his last thoughts were of Elita and Sentinel, at least they were safe and free.

* * *

Lightyears away, Elita finished giving her initial report to the academy board and several Elite Guard. Standard Procedure was to have those involved with rules violations to give their reports separately to try and ferret out any foul play that might have been intended.

"Academy Cadet Elita, you and your fellow Academy Cadet Sentinel will be held under house arrest while the board goes over your reports and your ship records. You may be asked for additional details. Energon will be delivered to your rooms at the usual mess times, and you will be expected to keep up with your studies during this time. Understood, Cadet?"

"Sir, I understand, sir!" Elita saluted, and followed her escort back to her room, she gave a short nod to the escort, and it wasn't until the door slid shut that the entirety of what was happening hit her.

Optimus was dead. They would never have his body to set to rest in the halls of the fallen. And it was her fault.

In general, her copy ability did have a set time limit before it deleted the information about the ability. It had been designed that way so she wouldn't permanently take on an upgrade that would stress her frame and cause permanent damage, like when she had copied a shoulder cannon that drill Sergeant Kup used, and not only did its recoil almost tore her own shoulder off of her frame, but also depleted her internal energon stores to near zero. The auto-deletion was a good safety feature, but she'd never realized that it would do so while she was in the middle of using it! Or, that's what she'd thought had happened at the time. Engineer Wheeljack was in charge of monitoring special mods like her copy ability, and once they had been admitted to Medical for decontamination and their initial statements given, Wheeljack had come in and scanned her systems.

That's when he revealed that the time limit had not been the only limiter placed on her ability. After the incident with the shoulder cannon, he had also added a code that would make sure that the ability would scale to her frame's stress ratio, and make sure that the copied ability would not use up her internal energon stores once they reached a certain point. A failsafe to keep her from using a mod or upgrade that could send her into stasis lock, it would cut off the ability if the stress ratio or the energon ratio was exceeded.

Only, the code had a large flaw that meant since the copied ability was porportionly weaker than the original, the less energy she had would increase the gap ratio. In the wake of the shoulder cannon incident, he had felt the weakness was acceptable. Except that this second limit had activated with the strain of maintaining both the grapple itself and the quick vertical ascent, making the grapple disappear before the time limit had been reached. Sheer dumb luck had Optimus' leg within reach of her flailing arms.

It was easier to copy an ability when her servos were closer to the mod/upgrade in question. In her panic, she had pushed her ability to its limits, intent on copying the grappling hook and not having it disappear on her again. She hadn't realized that in doing so, she would disrupt Optimus's systems. She had tried to catch him, hold onto him, but he had slipped through her servos and all she could do is watch as he fell, the explosion obscuring him. She had run to save Sentinel, hoping to save at least one of her friends, but the memory of Optimus' fall burned into her memory banks.

Now in the safety of her quarters, she stared at her arms, and accessed the grapples programming. Both arms had a section pop up, and before the grappling hooks could be propelled across the room she shut them down. Near as Wheel jack could tell, this copy was now a permanent modification, but they hadn't done extended testing to see what the possible complications of this would be.

Elita already knew what one complication would be. Every single time she used these grappling hooks, she would be reminded of Optimus, and her role in his death.

It took several cycles, the monotony of studying and self recrimination interrupted by the questions of the elite guard and academy board, one of whom she knew was an Academy counselor, as well as daily visits by Wheeljack (who spent more time telling her about the latest science journals than checking her mods), before she and Sentinel were both brought before the board and, to their shock, the Magnus himself.

Elita hadn't thought she could feel even more guilt than she already had, but when Ultra Magnus began by scolding them for their recklessness, she found that yes, there were more levels to her guilt and self-loathing.

"Cadet Elita, because of your direct actions, the academy and the Elite Guard have lost one promising young mech, it is the ruling of the board and this council that you are to be removed from the academy and placed in the general army. After this hearing, you will report to Lio Major for your reassignment." Ultra Magnus gave a soft sigh. "I had high hopes for you, young one." Elita flinched slightly. "Cadet Sentinel, the board and this council have ruled that, while you will remain in the Academy and in the elite guard track, you will do so on restriction, and will report to Nova Major until the board decides to lift your restriction. Report to him immediately after this hearing."

Elita knew that on a file, Sentinel had done much less than her in contributing to the death of Optimus, even though it had been Sentinel's idea in the first place. The fact that her copy ability had disrupted his systems and led to his death was nearly the same as if she'd shot him with a disrupter.

Still, she was not expecting that when she turned to Sentinel to speak to him after they were dismissed- about what, she wasn't quite sure, some mixture of condolences and congratulations that he, at least, would be able to continue their dream- he turned away as if he didn't know her, happily chatting up one of their escorts and walking away without a second glance. She was stunned by his cold shoulder, especially after he had promised on the flight back that they'd be okay and face whatever came together.

"Yeah, it was tough, but I knew they wouldn't throw me out. The council knows when a liability in the field needs to be dealt with before anyone else gets killed." Sentinel boasted as he went through the doors to another hallway. Mercifully, the doors closed just as he spoke up again, but she'd still heard enough. "I mean, her ability's dang-"

She felt stung as she turned away to go down a different hall, and barely managed to compose herself by the time she made it to the office of Lio Major.

"Sir, I-" She felt her vocalize seize up as she beheld the mech that would be reassigning her. He was roughly the same build as Optimus, with a white and gold paint job where Optimus had a red and blue.

"Ah, Elita. Come in." Lio Major smiled at her. "I'm sorry about the loss of your friend." Lio Major's voice was sincere, and Elita managed a weak nod.

"Thank you, Lio Major. I was told to report to you-"

"Yes, I know. I have a few questions for you, before I give you your assignment." He gestured to a chair.

"I see. This is another psych evaluation, then?"

"Of a sort, I usually act as one of the guidance counselors for cadets choosing their specialty." Lio Major sat down on the toher side of his desk. "I'm also one of the ones that usually delivers the news of a death to their loved ones. It's not a job I enjoy."

"I am well aware of Optimus' death, and my specialty is science." Elita retorted, desperate to keep the walls she had just put up.

"Magnus raised a concern that you have not had time to accurately deal with your grief. Looking over the counselor's notes, you were professional, except for when Optimus was brought up, and you would grip your arms where the grapple mods are, like you're doing right now." Lio Major's voice was gentle as he pointed to her arms, where indeed, she was gripping each arm where the mods were, she forced herself to let go. "You've held yourself together remarkably well, but you don't have to do so by yourself, you do have those that will help you."

"I doubt that. Once the sentences were read out, Sentinel turned his back on me! 'Don't worry Elita, we'll get through this together no matter what'. He even bragged about getting a lesser sentence and said I was a dangerous liability as if I wasn't even in the same place as him!" Elita snapped, and Lio Major's expression was one of listening. " I know it's my fault Optimus died, I made a mistake and I couldn't hold onto him! I don't want mercy, I just-" She choked herself off.

"You're grieving, and now more than ever, you need bots to rely on." Lio Major said softly.

"I'm a disgrace, no one will want to deal with me, and it will be stellar cycles before I can work my way back up …" Elita knew what her fate was going to be, a liability that no one would trust, no one would want in command.

"You're wrong about that. Engineer Wheeljack has been worried about you, he had to be restricted to only one visit per cycle. He even offered to take you as a student, but because of his contract with the Academy and the Elite Guard, the board ruled against it." Lio Major chuckled, and handed her a datapad. "Wheeljack wishes for you have his contact information, and mine is there as well. You will not be completely without support, Elita."

Elita gripped the pad in shock, "I don't know what to say." She managed, even as she downloaded the information.

"My first patrol, I wound up in a fight against smugglers, I was hit pretty badly, and one of my teammates moved to cover me. I saw one of the smugglers move into a sniper position and tried to tackle him out of the way. I ended up sending both of us into the path of another shot. I understand much of what you're going through, I will be in touch as much as I can."

"Thank you … You said you had questions?" Elita felt a little better about her future knowing there was somebots she could trust.

"Yes." Lio Major nodded in acknowledgement of her thanks. "What do you want to do, Elita?"

"I haven't thought about it, I guess …" Elita had nothing, absently one hand rested on her arm where the grapple was. Her goal had been to become a science officer, but … that dream now felt hollow, incomplete, what point was there in working towards her dream when Optimus was no longer able to achieve his.

Nothing she could think of would make her feel really happy, and she wanted … she wanted some way to honor Optimus' memory. A thought struck her, and it was perhaps, the worst idea she'd ever had. At the same time, however, it was the only way she felt she could move forward, and the only way she wanted to move forward, when it came down to it.

"I know what I want to do."

* * *

 **Yeah, I had Tarantulas be a member of the decepticon ship that crashed on Arachna 7. The reason why will be revealed next chapter.**

 **That grapple line Elita copied should not have vanished that quickly, not after watching her use the copy of Sentinel's shield, which was frankly a slightly longer sequence. I decided there was a secondary limit to her power that she wasn't aware of, and she over-rode both limits to re-copy the grapple.**

 **I really wanted Sentinel to get some sort of comeuppance, but compared to Elita's punishment, it's a gentle slap on the wrist. The news that Elita's copy abilty was able to disrupt Optimus' systems and cause his friend's fall has him blaming Elita for Optimus' death- she hadn't mentioned that on the flight back, so he's upset with her and we all know Sentinel's a jerk-ass.**

 **Nova Major- Aka, Nova Prime. I wanted him as a nod to the story title, and the comic character's got a similar, uh, xenophobic worldview that Sentinel will later express.**

 **Lio Major- Aka, Lio Convoy from the Beast Wars anime, I wanted a noble character to be the one to give Elita some guidance, and the fact he looks a lot like Optimus was a bonus.**


	2. It’s Not the Fall

**Went back and forth between posting the lead up to the series start and just skipping ahead. Decided to post the lead up to show how Elita (and Optimus) get there, because while I could do flashbacks, it felt better to start like this.**

 **That, and if I do this, I can work up some new plot lines for that episode, cause I'm a little stuck.**

 **Edit: parts of the story and author's notes apparently weren't saved before I posted, sorry about that!**

 **It's not the Fall**

Elita took a deep breath as she walked to the ship that she had been assigned to, still trying to process the change in her life.

There were two options when one first reported to boot camp, the first that most hoped for was continuing on into the Elite Guard Academy.

The second was less ideal, what the higher ups called the General Army and the rest called the Elite Guard Rejects if they were being polite. General Army did repairs, maintenance and any job that was beneath the Elite Guard.

 _There are no such things as jobs beneath us, you two. Every job is crucial for the Elite Guard to function at peak efficiency._ Optimus had once chided her and Sentinel when they had mocked the use of actual bots instead of drones for sanitation, at the time, she had teased him for sounding like one of the recruiters. Now though, after studying the requirements and hazards, Elita understood why they didn't use drones. It really helped that her datapad including that information had been annotated by a bot who apparently had gotten sick of what he labeled 'questions from idiotic youngsters with delusions of grandeur' and decided to answer them ahead of time. Lio Major had laughed when she asked about the annotations, and admitted that though tactless, they were indeed accurate.

According to the annotations, Drones couldn't improvise if a situation went out of control, and limited programming meant that they couldn't be updated enough to be able to learn to adapt. Therefore, Autobots, preferably ones that knew something of engineering (and those requirements had been more detailed than she had been expecting), were the best for the job.

Didn't change the opinion of just about all of her former academic peers, but Elita was going to try and not be one that would complain about this assignment. Especially since she was coming aboard as Elita Minor, when her rank could easily have been Private. Her time spent training at the academy had been counted toward her new rank in the general army, as had the time spent focusing on her specialization.

This was not the norm for those shifted from the Academy to General Army, because, as Lio Major explained, most of those had been shifted for failing classes, not being one of the top of their peer groups.

Elita suspected that the other reason they had granted her the officer rank of Minor was because someone had decided to grant her mercy, though why they would have bothered baffled her.

The ship was older than Elita was expecting, but obviously well maintained. Supplies were being loaded by two burly looking bots under the watchful eye of a mech that on first glance, resembled both Optimus and Lio Major, at least with the basic build type. He was bulkier, however, with spoilers emerging from his helm.

Taking a moment to steel herself, Elita stepped forward. "Convoy Prime?"

"Yes, soldier?" The mech turned to her, and possibly did a double take of her appearance.

"Elita Minor, I was told to report to you." Elita stood at her best 'attention stance' after passing over the datapad.

"At ease, soldier." Convoy studied the orders and brief background the datapad described to compare to the one he had already received and read. She was a couple breems early, but given the way she was absently gripping her left arm, that was out of nerves.

Convoy Prime had fought near the end of the war, one of the last batches of mechs sparked fully functional for war before the Allspark was lost. He'd seen his fair share of those traumatized by battle and sudden loss, this young one was holding herself together well enough.

"Elita Minor, your orders check out. Welcome aboard." Convoy handed the pad back. "We're a repair crew, mostly odd jobs and space bridges, you'll be replacing my second Mach Alert, who recently retired. Wild Ride and Speedbreaker are almost done loading up, so head on in and get checked over by our medic Ratchet, here's the location of your bunk and your access codes."

"Yes sir, Prime." Elita saluted and Convoy returned the salute before watching her enter the ship. He shook his head with a soft sigh. As nice as it would be to have young strength back on the ship, he rather wished it had been a mech or a bulkier built femme, Speedbreaker was going to hit on her, Wild Ride was going to try and show off, and Ratchet would make good on his long standing threats to dismantle the both of them as a result.

Convoy should have insisted on retiring before Mach Alert, he just knew it.

Ratchet was not happy with the Elite Guard, his crew, or Wheeljack, especially after that last call. In fact, if he didn't have his friend to look after, he'd be going to Magnus to read him the riot act after dismantling Wheeljack into multiple parts.

Copy mods were rare, and had been designed during the war for infiltration. They tended to have more drawbacks than benefits, and the amount of times they backfired on the bots using them (both sides) left Ratchet with the opinion they should have been banned. Wheeljack had explained that when he had been first assigned to look after the femme's mods, he had added multiple safeguards, for her safety. Only the safeguards backfired on the femme, and now she had permanent copies of another bot's mod. Ratchet didn't know anything else about the incident (the only part of the record he'd been given had been strictly medical, the rest was sealed) nor did he care to ask.

"Excuse me? Are you Ratchet?"

Speak of the devil. Ratchet scowled at her. "Who wants to know?" Her design was definitely more for infiltration than battle, he'd have to see about upgrading some of her armor.

"I'm Elita Minor, Convoy Prime told me to report to you." Elita held herself stiffly at attention.

"Academy bots, you lot get stiffer every passing orn. Let me get your baseline scans so I can program you into the system." Ratchet snorted, unimpressed with her stiffness and formality. The scans were quick, but he noticed when Elita absently gripped the area the copied mods were.

"Your arms bothering you?" He asked. Could be the copied mods getting rejected, which would mean calling Wheeljack. (Which he'd rather not do, ever, he hadn't forgiven him for sacrificing his morals to beat the cons.)

"Hm? Oh, no, just ..." Elita released her arms. "Nervous, I guess."

"Hmph, the two idiots give you any trouble, tell me or Convoy, otherwise you'll be fine." Ratchet moved to his computer terminal. Elita watched him, and after a moment he looked back at her. "You're done here, go settle in your room or tour the ship."

"Oh, alright." Elita left the medical bay a little unsure of what to make of the brusque medic, or her actual standing on the ship. _I can do this, I won't let Optimus down._ She found her bunk and began to set it up. Optimus had always strived to be the best he could be. He'd also had a love for history, so he would've loved this crew. Elita paused briefly to push the thought away, before picking up a package that Wheeljack had sent her. Inside was something she had requested, so she would never have to rely on her copy mod in a fight again.

Elita opened the package cautiously, and stared down at two slender Energon hatchets that would attach to her back. It was time to start the new chapter in her life, she wouldn't let Optimus down.

The pain was a constant. The types of pain alternated, burning, stabbing, shooting, even freezing and just plain aching made its way through whatever Tarantulas decided was the experiment of the cycle.

Optimus didn't even know how many cycles had passed, his vocalizer was only able to produce static now due to all the times he had ended up screaming until he'd shut down. He didn't even know if there were times he'd been conscious and didn't remember, though he supposed that it was entirely possible.

His facemask had apparently gotten fused shut, either by the corruption from the spider venom, or because Tarantulas thought it looked better. He got a steady supply of energon from an IV drip that had been jabbed into his neck, but he was pretty sure some cycles it was only enough to keep him from offlining completely.

Optimus tried every single counter-interrogation measure he could remember, but he couldn't speak to repeat his designation and serial number, and with the pain even thinking any sort of mantra quickly became impossible. The only method that worked for any time was a memory, or perhaps it would be more accurate to call it a fantasy, of Elita who assured him it would all be alright. It was all he could do to keep hold of the fantasy some cycles, which would then include Sentinel telling him not to wimp out.

"Ah, awake again." Tarantulas chuckled and touched the facemask. Optimus had much preferred it when he couldn't see the other's appearance clearly. The other mech greatly resembled the spiders that had attacked him and the others in robot mode, and it had been quite a shock when Tarantulas had transformed the first time. Between the two forms, it was rather like being in the pit with a pitspawn personally seeing to one's torture. "I rather like this covering, but with this and your vocalizer damaged, it does make it difficult to get any feedback from you, scans can only tell so much, of course."

 _Of course. I suppose you want to know what type of agony I'm in every cycle._ Optimus narrowed his optics at him, earning a gentle pat where his cheek should be.

"Also, I think it's time I let you off this slab, but I do need to make sure you, ah, won't have any thoughts about turning on me. Fortunately, when you destroyed my ship, I did have backups already stored elsewhere," Tarantulas cackled again, "and while I can't use it for its original theorized application, I do believe it will suit our purpose well."

Optimus struggled as his helm was breached, all he could do was hiss static as something connected to his core processor. He quickly tried to flee to the fantasy, he didn't know what type of pain would follow, but he wanted as much protection as he could possibly have, even if it ended up doing nothing.

' _Don't worry, it's going to be allright.'_ The fantasy Elita reassured, but whatever else she was going to say was drowned by cackling that he didn't hear with his audials.

 _No. No._

 _Yes, Yes, Autobot, now, let's get properly aquainted, afterall, you belong to me now._ Tarantulas' hacking of his processor was brutal, every single memory laid bare as the decepticon gleefully snatched at any memory he tried to hide and encrypt. _Oh-ho! An Elite guard in training, A baby prime!_ Tarantulas cackled, and Optimus snarled.

 _My Designation is Optimus, Tarantulas!_

 _Ah, Yes, declare your existence, but you were onlined as Orion Pax, a simple dockworker that managed to impress a recruiter that was merely passing through. How cute. I rather like Orion over Optimus, but it won't do… you belong to me, it's better that you have a completely new designation. I shall have to consider it._ Tarantulas plundered his memories some more, _Ah, so, against your better judgement, you listened to these two … such a poor leader you turned out to be, if the femme hadn't been lucky in grabbing you, she would be dead and your other comrade injured … and you would've comeout without a scratch._

 _Shut up. Stop._ Optimus begged, but Tarantulas turned gleeful.

 _Without a scratch, oh, you're not lacking in skill._ Tarantulas turned to memories of the academy, of drills and studies, and began to cackle. _Yes, Yes, perfect! An excellent baseline! Oh, you'll be perfect once I've finished you._

 _No. Stop. Don't._ Optimus couldn't regain control of his own processor, and the terror was sickening.

 _Yes, my perfect warrior … Oh, don't be so upset, I can't reprogram you completely without potentially losing your natural skill,_ _but with a few tweaks, my dear pet, you will be loyal to me._

 _Never._ Optimus snarled, trying to fight back again.

 _I suppose I can live with just you being coerced, then._ Tarantulas just cackled, and Optimus felt strangely off center with how easily Tarantulas let it go. _Now, let's see, ah, yes, you think you've been tortured, well, I suppose that's half true already, but I've been repairing you, rebuilding you into something much stronger and a little more, organic._ With that, Tarantulas suddenly stopped playing with him, and Optimus's already warped sense of time vanished under the onslaught.

When it was finally over, Optimus felt a small surge of satisfaction. He might not know what Tarantulas had done, but he knew he would not ever swear loyalty to this mech.

 _As I said before, I can live with you just being coerced. Pay attention now._ Tarantulas cackled, and Optimus felt the wire finally be disconnected, Tarantulas quickly and effectively- but unfortunately not painlessly- repaired the damage. _There you go, now, I know everything you will, you will never be able to surprise me._

Tarantulas was still in his processor, and Optimus felt sick. _You pitspawn._

"Ah, yes, but as I said, you belong to me now." Tarantulas cackled.

 _You and all decepticons are my nemesis, and that of every living thing, you may have me trapped for now, but one day…_

"Yes, Yes, you'll break free and kill me. Or I'll find a way to make you submit without losing your skill and smarts. Either way, you're mine now, so let's just focus on the present shall we?" The restraints were removed, and Optimus shoved himself up and attempted to lunge for the maniac- only for his processor to suddenly cause him pain as suddenly his body was forced to straighten. "Ah-Ah, temper. It's not much, but I can temporarily take you over … Ah! I know, I have the most deliciously ironic designation for you." Tarantulas cackled, and reached up to caress the facemask, and remove the energon drip that had somehow managed to stay in his neck during his attempted murder. Tarantulas suddenly shoved him back, causing Optimus's processor more pain. "My little Nemesis Prime." He mocked, and while Optimus struggled against the mental intrusion and pain, took a scapel and carved three horizontal lines through the autobot insignia on his left shoulder, a mockery of the Elite Guard symbol. Tarantulas cackled again, and Optimus shuttered his optics.

Optimus had been wrong before, this was only the beginning.

 **Okay, so here's the thing, in Beast Wars, Tarantulas controlled BlackArachnia with a mental link that pretty much let him mind-rape her anytime he wanted, and it took her a while before she could fight it off, and eventually she got him to break the link. That's now in play, because honestly, it's Optimus Prime, it's going to take a lot more than being abandoned by his friends on an alien planet to make him a decepticon. He's a decepticon right now only because Tarantulas has a back door into his processor, not because he wants to be.**

 **Also, it's implied in the show that Elita-1's copy ability was partially responsible for her turning into a techno-organic spider, the other part being the spider venom. Optimus does not have the copy mod, so he won't be turning into a spider, and I again, can't imagine that without outside help, a regular bot would survive the spider venom.**

 **Convoy- the Japanese alternate name for Optimus Prime, used that instead of 'God Fire' which was a weird name ... if you understood that reference, you get a cookie.**

 **Why have I added this? Because the timeline for the show felt a little off to me, and it would've made more sense for there to have been time for Optimus (and Elita) to work themselves up to the positions we see in the start of the series- you really think Megatron would've had BlackArachnia on his command ship without her proving herself first?**


	3. It’s How One Lands

**So, this chapter fought me, a lot. Then Lo, who should appear to get me back on track?**

 **Freaking Sentinel. Cliffjumper joined, and then half a dozen others wanted at least a mention, and when Strika demands screen time you give it to her, so this chapter is an interlude chapter, also a bit of a cybertron/ world building chapter. Elita will show up again next chapter.**

Sentinel sat at a corner table in Maccadams, a mug of hot oil in front of him. Graduation was only an orn away, finals were finished. He should be partying like his other peers.

Except all he could think about was the fact he didn't have the two bots he thought would be here. For all of Nova Major's assurances that it was a single reckless mistake and Optimus was too weak to be a real leader, Sentinel knew the truth- Optimus had trusted him and Elita. Had ignored his better judgment because Sentinel and Elita, like so many times before, had known how to convince him that adventure was more important than rules. They were his friends more than they were his teammates, because Sentinel couldn't stand the idea of following orders from his roommate.

His inability to follow orders had gotten Optimus killed. Elita wouldn't have been in the position to disrupt Optimus's systems if they had stuck to their patrol. He shuddered, finally taking a drink from the oil.

Their drill sergeant Kup was old fashioned, preferred experience to book-learning, and one of his preferred training methods had been to have cadets line up and get shot by a disrupter set on low. The feeling of his systems suddenly being simultaneously off and on was one he wouldn't forget... and the idea that Elita was capable of such a thing, the memories of all the times she copied him, the idea of that tingle morphing into that disruption... he didn't want her touching him.

It was a shame, because she had been a good femme to court, a little too interested in obscure science stuff perhaps, but he'd been able to ignore that.

Yeah, Optimus had also expressed interest in courting her, but he had missed his chance with her, and Optimus had been nothing but helpful for covering for them when they almost missed curfew.

Sentinel shuttered his optics. He missed them both.

"Sentinel! Why aren't you partying with everyone else?"

Sentinel looked up to see Cliffjumper making his way over. The minibot had been in their boot camp, but had flunked out, getting moved to the more boring clerical training. The two had hit it off right away, had pranked Optimus so many times ...

Frag it, he was back on that train of thought again.

Cliffjumper noticed, slagger had always been perceptive at the worst times. "Oh, you know, you could always invite Elita to the graduation." He sat down without invitation, and gestured for a drink.

"... Wouldn't be the same." Sentinel admitted. To tell the truth, he didn't want her near him ever again.

"Optimus would be proud of you." Cliffjumper wasn't quite sure why he said that, he knew it was a sore point (personally, he blamed the fact he already had some shots of high grade prior to coming over) but he also knew that Sentinel's competitive streak with Optimus had been partially because he wanted Optimus' respect (Optimus, meanwhile, had gotten annoyed by Sentinel's bragging that he didn't say anything, especially since Sentinel was usually already bragging... it was a weird friendship).

"Yeah, well, it's not like he's around." His fault, he hadn't broke a single rule since, desperate to stay in the Elite Guard.

Sentinel would never break another rule, it wasn't worth it.

"So, get your orders yet?" Cliffjumper's processor finally found a better target. "I know where I'm going."

"Nah, I don't find out till the end of this orn. They've got me on guard duty till then." And it was dull.

"Ah." Cliffjumper smiled. "Well then, you hear old Kup is retiring?"

"Really?" Sentinel was surprised.

"Yeah, officially he's retiring cause he wants to enjoy his golden stellar cycles, but the reality? Some prissy Towers Mech in this last boot camp batch got upset with his methods and complained, got their creator to influence the council enough to make it mandatory." Cliffjumper reported. "He's not happy, don't blame him, his methods probably kept deceptions from infiltrating the Elite Guard."

"Yeah, fragging gentlemechs shouldn't be trying to join if they can't handle it." Sentinel scoffed.

The rest of the night was much better, and as Sentinel entered his room to recharge, he picked up a holographic picture from his bookshelf and stared at the three friends smiling at the camera.

It wasn't his fault, Nova Major had assured him multiple times, his idea, maybe, but they'd all wanted to go.

Next orn, he'd put Elita and Optimus firmly in his past. He'd start by incinerating this picture.

 **Arachna 7**

Lady Strika studied the planet where supposedly one of Lord Megatron's most trusted and twisted of scientists had crashed.

Strika had her reservations about bringing him back into the fold, but there were several planets he had been to that Lord Megatron required information on, as well as projects that Shockwave required aid with.

Cyclonus came up behind her, but didn't speak. Not unusual, to be sure, but he should have been preparing to place the ship in orbit.

"What is it?"

"What do we do if he's dead?"

"Report it and move to our next objective. Prepare to enter orbit." Strika ordered, and Cyclonus backed off.

She'd bring Blackout and Cyclonus with her, Spittor and Oilslick would just cause more trouble than she needed.

The wreck of the ship was not promising. Blackout shifted through the debris, and Cyclonus held the indigenous life forms at bay.

A metallic clang, and Strika whirled to see Cyclonus on the retreat against an axe wielding mech.

Blackout even stopped to watch the extremely odd sight of Cyclonus looking surprised while loosing ground. After a moment of this, Cyclonus focused actually putting effort into the fight.

Strika was used to Cyclonus being an efficient fighter, and once he got over his odd surprise, the fight was short.

The axe wielder went down, but not before trying to take Cyclonus as well. Strika was impressed.

The familiar cackle of Tarantulas was the only reason the giant spider that appeared did not get shot.

"Nice try, Nemesis. But if you hoped that you could escape me by getting killed, you're sadly mistaken." He dropped down. The axe wielder glared at the scientist. Tarantulas made a 'tsk' noise, and the axe wielder jerked, optics turning green as he dropped to his knees. "Nice isn't it, a little autobot puppet on a string."

"An autobot?" Strika questioned, he was black and purple, not usual colors for an autobot, she noticed the clinically defaced mark on the axe wielder.

"One of their baby primes. Wanted an adventure, got abandoned by his friends, so I salvaged him." Tarantulas informed them. He patted the autobot's helm. "Not entirely house trained yet."

The autobot glared at all of them, but said nothing.

"Does he speak?"

"Not anymore." Tarantulas shrugged. "So, I see my rescue has finally arrived, to what do I owe the pleasure?"

"Lord Megatron requires information on the planets you've surveyed during the war." Strika informed him, choosing to ignore the way Cyclonus was staring at the autobot as if he'd never seen one before.

"Ah, how can I turn that down? Nemesis! Start loading my things!" Tarantulas ordered.

'Nemesis' glared, but turned to obey.

"Blackout, Cyclonus, load the transport." Strika ordered.

Nemesis proved to be quite a hard worker, putting up with the inevitable jabs from Oilslick.

Once everything was properly stored (Strika approved of Nemesis' ability to arrange things for maximum storage, it was something her teammates lacked) they left orbit, heading back to their base.

"Oh, do you have a brand?" Tarantulas asked, and the autobot whirled, Axe flying through the air at him before Tarantulas forced him to his knees. "Now now, you don't get a choice, Nemesis."

Strika caught the axe, studying the now struggling Autobot.

Misplaced though it was, it was nice to see loyalty in one so young, especially with the circumstances of being left for dead by comrades. Strika valued loyalty above nearly all else, it was a very rare quality now a days ... Primus knew Tarantulas was only on their side because they allowed him to have 'fun' with prisoners and test subjects.

"Your pet will not be branded, Tarantulas." Strika declared.

"Oh, fine." Tarantulas scuttled off into the ship.

"A word of advice, young one, learn to choose your battles, you are not going to a place that will tolerate your attacks." Strika held out the axe to him.

Nemesis warily accepted the axe back. He looked at her for a moment, before giving her a salute.

Strika was amused. "At ease." She left him to his own devices, and went to track down Cyclonus. This was the first time he had ever faltered in her service and she wanted to know why.

She found him staring at the chronometer on the bridge.

Since he had appeared searching for a mech named Galvatron, he had been an asset for the decepticons.

"Care to explain why you were surprised by Nemesis?"

"... he reminds me of a warrior that I once fought when I was young." Cyclonus stared at the chronometer. "He was terrifying and strong and he never finished off an opponent because he could take us down at anytime. Galvatron was fighting him when we were separated."

Strika studied the mech for a moment. "Well, if you think he has potential, keep an optic on him then."

"... I might do just that." Cyclonus shifted to look at her. "Orders?"

"Waiting on our Lord's command. I'll take over the watch, but be careful what you say around Nemesis, I suspect Tarantulas can see and hear what he sees and hears." Strika ordered.

Cyclonus nodded and left. Strika looked at the chronometer, before checking the messages, hoping that they could send Tarantulas off to Lord Megatron before the mech tried to experiment on Spittor again.

 **So, according to the show writers, Cyclonus is indeed a time traveler and waiting for Megatron to become Galvatron for an unspecified purpose.**

 **He's also the upgraded form of the scaredy clone 'Skywarp', and it's implied the clones have Starscream's memories. He knows that BlackArachnia is supposed to be picked up, but instead it's Nemesis and Tarantulas. Going to play more with him later.**

 **No, the towers mech that petitioned for Kup's removal is not Mirage ... not that Cliffjumper cares. This is the start of the elite guard slipping up, and also how Sentinel becomes the drill sergeant for Bulk and Bee.**

 **Strika, according to the background I have on her, dislikes BlackArachnia and Swindle because they're not completely loyal to the decepticons. Some fanon has it because she believes in staying loyal to one's side no matter what happens, so she's more likely to respect or tolerate someone as long as they are loyal to whatever they say they're loyal to. I'm using that fanon.**

 **And nothing you can say will convince me that Strika is not a mother to her team.**


	4. What's Left Behind

**So, again, I've changed my outline for this chapter, quelle surprise, but thanks to Sentinel and Strika and the previous chapter, I'm now able to add a character I've missed from G1 … and if you need more information after this chapter, clearly my canon welding needs work. (I'm welding some old memories from the other shows I've watched into this, including those I only vaguely remember even after reading about them from imdb or tv tropes.)**

 **Should be one more 'Prologue' Chapter after this, then we'll move into the series start.**

 **What's Left Behind**

Elita took a deep intake of air before she faced Speedbreaker. Despite Ratchet and Convoy Prime's concerns, Speedbreaker was not one to flirt with a femme.

"But she was a nice red-star color!"

Unless the femme had a red paintjob. Those, for some primus-forsaken reason, were fair game to flirt with.

"I don't care, Firestar was off-limits by virtue of being bonded!" Elita almost snarled in frustration. Firestar ran one of the few off-Cybertron stations, and the fact Speedbreaker was willing to alienate the older femme just to satisfy some odd quirk that insisted red-femme's were fair game to flirt with was not okay.

Getting him to understand that, however, was apparently beyond anyone's capacity. The mech would even flirt with non-sentient machines as long as they were red and shapely. Elita believed there was some sort of glitch that had gone undiagnosed or treated at this point, which was probably why he was a repair bot and not Elite Guard. Wild Ride seemed to be aware of it, while Convoy and Ratchet apparently didn't realize just how out of touch of reality the bot was.

Convoy just had Wild Ride escort his brother to his berth while giving Elita that last few clicks of refueling off so she could enjoy the spacestation before they went to their next repair.

"You know, you'd look rice with a red paintjob, just sayin'." The over-energized bot offered with a smile as his brother grabbed him in embarrassment.

"I'll take that under advisement." Elita drily remarked, and took advantage of Convoy's exasperation to head back to the cantina before she got roped into trying to discipline the incorrigible bot.

Firestar, to her surprise, was still there. Elita would've run for an office by now.

"Back so soon?" Firestar smiled at her, and put a small cube of highgrade before her.

"At this point, he's our Prime's problem, sorry about that, I know you're bonded …" Elita half-groaned the apology.

Firestar gave a sad laugh. "He was captured by the decepticon's during the war, young femme, at this point, I'm sure he's long offlined." She glanced over her remaining patrons, before looking at the young femme. "Well? Care to share what's got you so down to an old femme, young one?"

"Elita, and it's a long story." Elita admitted.

"Well, I've got the time, and you can abbreviate." Firestar smiled at her.

"… I convinced my friend who was supposed to outrank me on patrol to go to an organic planet where he ended up off-lining because of me, and my other friend, who I was courting, now acts like I don't exist, thoughts?" Elita asked drily.

"Ouch." Firestar admitted. "That's a new one." She wiped up a small oil spill on the bar. "Similar enough though, to my situation. It's gonna hurt, for a while, thinking of all the things that you could have done … It may always hurt. Things may feel out of control, so sometimes the best way to conteract that is doing something you can control." Blue optics went past Elita to a collection of holographic photos that kept changing on the wall … except for one screen, that seemed frozen.

On it, Firestar was between two mechs, all smiling. Elita looked at it for a moment. "Who was the other mech?"

"Red Alert. He didn't take Inferno's disappearance well … we both looked for a long time." Firestar sighed. "He's still looking for him, convinced the cons might've decided to use him."

"Oh." Elita looked at the trio in the picture, and absently gripped her forearms. "Do you still talk?"

"Anytime he has a lead." Firestar admitted. She gave a sad laugh. "I'm afraid I haven't quite moved on either, but I just couldn't keep fighting." A pat to her right hip. "I had to have a sub-par replacement joint, it doesn't quite mesh with my systems- sends out an error if I've been transforming too much. We decided it would be better if I stayed in one place in case … well, just in case."

"I'm sorry." Elita offered, but it felt a little hollow.

"So, what was it like? It's been ages since I've seen an organic planet." Firestar asked, and Elita almost choked.

"You've been- but I thought-?" She managed through her sputtering.

"That rule about organic planets came down after the war ended- whatever happened musta been a mess, but prior to that, well, Autobots were defending key organic planets to keep the decepticons from destroying them for energon." She snorted. "I think we lost a few bots just to curiosity because they wanted to study and explore, not fight a war."

"Wow …" Elita blinked. Optimus would've been thrilled to learn this, he was crazy about the Great War. "It was alright, I'd have said it was pretty, if the locals weren't so aggressive- we couldn't communicate with them."

"That happened a time or two during the war as well." Firestar chuckled. "As I recall, there was this weird planet-" Firestar had Elita laughing at the antics of Inferno and Red Alert on a marsh planet, where Inferno kept ignoring Red's warnings about the patches of wet ground and kept getting stuck by the time her alarm went off, letting her know it was time to return to ship. "Come back again, Elita, I had fun."

"Thanks, me too!" Elita waved and left. It had felt nice to laugh for a bit, and her calls to Wheeljack and Lio Major felt a little more hopeful than the ones previous.

 **Decepticon Warship: Chaar**

Cyclonus struggled not to kill Tarantulas when he came to collect Nemesis for combat training. The spiderbot had claimed it was merely maintenance and he was almost finished with Nemesis, but Cyclonus recognized some the armor and components as being those Team Chaar had scrounged from remains or bought from the black market.

In any other time or place, the thought of his master's most hated rival on the slab of a decepticon lab would've meant that they had won. Now, it threw the course of the future into doubt. Would he and his brothers even have a chance to exist? It had been this Autobot's discovery of the All-Spark that had sent into motion the events leading to Cyclonus's existence.

Optimus Prime had been a worthy opponent, one who would've earned a statue of in the decepticon halls of Remembrance. Now … he was merely a science project, unable to scream as a piece of armor was cut and spliced with another.

This wasn't right. And yet Cyclonus dare not say anything, not even to the Lady Strika, in order to try and fix this mistake in the timeline. All he could do was force the other into training, hoping that the bot that could fight and win against his lord and master, would somehow escape Tarantulas.

"There you go!" Tarantulas shoved the younger bot off the table with a cackle. "Have fun breaking that in!"

Cyclonus made no move to help Nemesis off the floor, watching stoically as the other got up, his mind far away.

 _With a yelp of panic, Skywarp fell, hitting the ground. Autobots! Too close! Hadn't they left this stupid rock yet? Where were the others? Had they abandoned him?_

" _Are you alright?" A red mech, not to be underestimated, even if Thundercracker said they didn't need to know the Autobot's designation, he had done a real number on their progenitor Starscream. "Your wing … shouldn't look like that."_

" _Am I going to offline?!" Skywarp panicked. "I don't wanna die!"_

" _Don't be silly, you're not going to die from a broken wing." The Autobot helped him up, and promptly got clung to as an ambulance went roaring past. Skywarp did his best to become smaller than the Autobot. "Let's get you patched up."_

" _You're gonna torture me?!" Skywarp panicked, but kept clinging to the red bot as more unknown vehicles with flashing lights sped by. "You kidnapped two of the others! Did you torture them too?"_

" _I'm not going to torture you- and shouldn't there be a blue one with you?"_

" _I don't know where he is, don't hurt me!"_

" _I wasn't- oh, Primus." He sighed, and commed the medic. "Ratchet, I found one of Starscream's clones … the one that panics. He's in need of a medic."_

Prime had gotten him repaired, then given him a head start before trying to capture him and his remaining siblings. Back then, he wasn't sure if the Prime was either soft-sparked, or incredibly cruel the way he and his bots always let him go if he was hurt back then.

Then, when he became Cyclonus, Prime had proved honorable by Autobot and Decepticon standards, even when he became the Last Prime standing between His Lord Galvatron and his conquests of Cyberton and Earth.

This should not have been how he repaid any of the warrior's honor Prime had shown him throughout the cycles. A quick deactivation would have been better, but …

" _No one Kills Optimus Prime but me!"_ His lord's orders were absolute.

Perhaps Megatron would kill him, that would be better than allowing this corruption. Until then, he would make sure that Nemesis survived being a decepticon.

* * *

Tarantulas watched Cyclonus leave with Nemesis, and gave a dark chuckle. It seemed no decepticon was aware of the power that slid around Cyclonus's EM field like oil on water. The decepticons were a means to an end, as had the previous regime of Cybertron. That this Cyclonus was taking an interest at all in his new play-toy was telling, and Tarantulas had been around long enough to know how to play the waiting game.

His comm. pinged, breaking that train of thought. He scurried to the bridge at Strika's request, just in time to see the communication screen flash to life.

"Strika, Tarantulas. According to the data given, you are near one of the more useful planets that Tarantulas has explored. Go now and gather as much Energon as you can find." Megatron ordered. "There's been an … incident."

Behind him, Starsceam was screeching out frustration at some one. "Not there, you scrapheap- don't you know anything?!"

"I hear and Obey, Lord Megatron!" Strika bowed.

"A pleasure to be working for you once more." Tarantulas bowed, and began to cackle.

"Don't disappoint me." Megatron warned the cackling spider, then terminated the line on his end.

"Oilslick, input our new co-ordinates." Strika ordered. "Tarantulas, prepare any equipment we'll need."

"At once, my dear lady." Tarantulas left with a chuckle. There was another wonderful benefit to having captured the Autobot, and that was having to do less of the grunt work.

Nemesis would not be happy to see him of course, it seemed the fool enjoyed his time with Cyclonus, which was almost at odds with the quiet studious mech of the autobot's past. Ah, there, a flicker of glee at fighting an opponent. It seemed his little toy had a dark side afterall, though well hidden under all the usual autobot nonsense.

"Nemesis!" Tarantulas ignored the frustration from his pet. "We have work to do!" Tarantulas cackled as Nemesis gave a short nod to Cyclonus before turning and following Tarantulas. He had some ideas of frame modifications he'd have to consider for Nemesis, upgrading the armor only worked if there was a good support, afterall.

Perhaps he'd make him taller as well, those legs needed severe remodeling or he'd be too top heavy. Or just new legs altogether.

Behind him, Optimus followed silently, praying that it wouldn't be more armor upgrades. His body hurt, the fact the organic parts were not meshing with the rest of him the way Tarantulas 'had expected' meant that parts of him tore through even the most basic of actions it felt like.

He was almost grateful when it turned out Tarantulas just wanted him to move and pack items for a trip to another planet. Physical labor, Optimus could cope with, it was being on whaterever Tarantulas deided to use for a slab that frightened him.

 **Okay, so there's stuff here from the old Robots in Disguise show, the Unicron Triology, and unused/hinted things from Beast Wars. next up is the last prologue chapter, and then we get to the series start.**

 **fingers crossed folks, it's gonna get wild.**


End file.
